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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported): June 26, 2026 (June 25, 2026)
CĪON
Investment Corporation
(Exact Name of Registrant as Specified in Charter)
| Maryland |
|
814-00941 |
|
45-3058280 |
| (State
or Other Jurisdiction of Incorporation) |
|
(Commission
File Number) |
|
(I.R.S.
Employer Identification No.) |
| |
100 Park Avenue, 25th Floor
New York, New York 10017 |
|
| |
(Address of Principal Executive Offices) |
|
Registrant’s telephone number, including
area code: (212) 418-4700
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered
pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
symbol(s) |
|
Name
of each exchange on which registered |
| Common stock, par value $0.001 per share |
|
CION |
|
The New York Stock Exchange |
| 7.50% Notes due 2029 |
|
CICB |
|
The New York Stock Exchange |
| 7.50% Notes due 2031 |
|
CICC |
|
The New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 5.07. Submission
of Matters to a Vote of Security Holders.
CĪON
Investment Corporation (“CION”) convened its Annual Meeting of Shareholders (the “Annual Meeting”) on June 25,
2026.
As
of April 30, 2026, the record date for the determination of shareholders entitled to notice of, and to vote at, the Annual Meeting, 49,789,210
shares of common stock were eligible to be voted, and 32,603,998 of those shares were voted in person or by proxy at the Annual Meeting.
Shareholders were asked to consider and act upon the following proposals, each of which is described in detail in CION’s definitive
proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on April 30, 2026:
| · | Proposal No. 1 – the election of two members of the board of directors of CION to serve until the
2029 annual meeting of shareholders or until their successors are duly elected and qualified; and |
| · | Proposal No. 2 – to ratify the selection of RSM US LLP to serve as CION’s independent registered
public accounting firm for the year ending December 31, 2026. |
The director
nominees listed in CION’s 2026 proxy statement were elected by CION’s shareholders at the Annual Meeting. The votes for, votes
withheld and broker non-votes for the director nominees are set forth below:
| Director Nominee |
Votes For |
Votes Withheld |
Broker Non-Votes |
| Robert A. Breakstone |
10,936,714 |
3,212,483 |
0 |
| Catherine K. Choi |
12,410,684 |
1,738,513 |
0 |
The
proposal to ratify the selection of RSM US LLP to serve as CION’s independent registered public accounting firm for the fiscal year
ending December 31, 2026 was also approved by CION’s shareholders at the Annual Meeting. The votes for, votes against,
abstentions and broker non-votes are set forth below:
| Votes For |
31,424,238 |
| Votes Against |
553,834 |
| Abstentions |
625,926 |
| Broker Non-Votes |
0 |
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number |
|
Description |
| |
|
|
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
| Date: June 26, 2026 |
CĪON INVESTMENT CORPORATION |
| |
|
| |
By: |
/s/ Michael A. Reisner |
| |
|
Michael A. Reisner |
| |
|
Co-Chief Executive Officer |